## Facts

- Commerce Partnership 8098 Limited Partnership owned an office building and hired World Properties, Inc. as general contractor for improvements.
- Equity Contracting Co., Inc. subcontracted with the general contractor to perform stucco and surfacing work for \$17,100.
- During performance, Commerce and the general contractor regularly inspected Equity’s work.
- After completion, Commerce inspected and issued a punch list; Equity requested partial payment before completing punch-list items, and Commerce indicated it could not pay Equity directly.
- Equity received no payment from the general contractor, did not complete the punch list, and first sued the general contractor, which filed bankruptcy.
- Equity then sued Commerce in a single-count “Quantum Meruit” complaint alleging unjust enrichment, including allegations that Commerce accepted Equity’s services without paying any entity for them.
- Commerce denied unjust enrichment and asserted it paid the general contractor in full.
- At trial, Equity presented no evidence about whether Commerce paid the general contractor or others for the work; after closing arguments, the court allowed Commerce to reopen and present evidence of substantial payments to the general contractor and direct payments to other subcontractors.
- The trial court entered judgment for Equity for \$17,100; Commerce appealed.

## Issues

1. Whether Equity’s “quantum meruit” pleading and proof sounded in contract implied in fact or in unjust enrichment (contract implied in law).
2. Under what conditions a subcontractor may recover from an owner on unjust enrichment when there is no express contract between them.
3. Whether Equity proved unjust enrichment, including that Commerce retained the benefit without paying the general contractor or any other person for that benefit.

## Decision

- The appellate court construed the complaint as asserting unjust enrichment (contract implied in law), not contract implied in fact, because the factual allegations focused on benefit, knowledge, acceptance, and nonpayment.
- The court adopted the rule that, in a subcontractor’s unjust-enrichment claim against an owner, the subcontractor must show exhaustion of remedies against the general contractor and must prove the owner has not paid the general contractor or anyone else for the subcontractor’s work.
- Because the trial court did not apply the correct standard focusing on whether the owner paid for the benefit, the judgment for Equity could not stand.
- The court reversed and remanded for further proceedings under the clarified unjust-enrichment rule.

## Legal Principles

- “Quantum meruit” is used ambiguously; courts must distinguish:
  - Contract implied in fact: a true contract inferred from conduct showing mutual assent.
  - Contract implied in law (unjust enrichment): no agreement; liability imposed to prevent unjust retention of a benefit.

- The governing theory is determined from the complaint’s factual allegations and the evidence, not the caption or label.
- Unjust enrichment requires proof that: (1) plaintiff conferred a benefit on defendant; (2) defendant knew of the benefit; (3) defendant accepted or retained the benefit; and (4) it would be inequitable to retain it without paying fair value.
- In construction cases, an owner is not unjustly enriched by a subcontractor’s work if the owner has already paid the general contractor (or another party) for the improvements; unjust enrichment does not shift the risk of a general contractor’s insolvency to the owner.
- A subcontractor seeking unjust-enrichment recovery from an owner must show it exhausted remedies against the general contractor and that the owner has not paid anyone for the benefit conferred.

## Conclusion

The court clarified Florida’s use of “quantum meruit” and held that a subcontractor’s unjust-enrichment claim against an owner requires proof that the owner received a windfall by not paying the general contractor or anyone else for the subcontractor’s work; because the trial court did not apply that requirement, the judgment was reversed and the case remanded.


Commerce Partnership 8098 Ltd. P'ship v. Equity Contracting Co., 695 So. 2d 383 (Fla. Dist. Ct. App. 1997)